JetBlue Airlines on Monday said it has filed a “Vote No” proxy statement urging Spirit Airlines shareholders to vote against the planned Spirit-Frontier Airlines merger, signaling the launch of a hostile takeover bid by JetBlue. Spirit twice rejected takeover offers by JetBlue in recent weeks, after concluding they would present “an unacceptable level of closing risk” to its shareholders.
JetBlue has sweetened its offer to an all-cash, fully financed tender to acquire all of the outstanding shares of Spirit for $30 per share, an overture JetBlue characterizes as superior to Frontier’s offer. “This represents a 60 percent premium to the value of the Frontier transaction as of May 13, 2022—a very compelling offer and higher than the premium implied by JetBlue’s original proposal,” JetBlue said in a written statement. “JetBlue is fully prepared to negotiate in good faith a consensual transaction at [up to] $33, subject to receiving necessary diligence.”
JetBlue lists among the benefits of its offer not only a cash premium, but a commitment to divest certain assets that might pose an antitrust risk as well as a reverse break-up fee.
On April 29 JetBlue revised its original offer to increase its monetary value and a promise to divest Sprit assets that might present a conflict of interest with JetBlue’s Northeast Alliance agreement with American Airlines, but Spirit again rejected that proposal. Under the terms of the merger agreement reached by Spirit and Frontier on February 7, Spirit equity holders would receive 1.9126 shares of Frontier plus $2.13 in cash for each existing Spirit share they own.
Despite the apparent premium the JetBlue offer represents, Spirit says that deal would have likely faced considerable antitrust scrutiny given JetBlue’s ongoing fight with the Department of Justice (DOJ), which filed suit against the company for last year’s Northeast Alliance agreement. According to the DOJ, the series of agreements would result in the consolidation of the two airlines in New York and Boston, eliminating what the department called important competition in those cities and decreasing JetBlue’s incentive to compete with American Airlines elsewhere.
“We believe a combination of JetBlue and Spirit has a low probability of receiving antitrust clearance so long as JetBlue's Northeast Alliance (NEA) with American Airlines remains in existence,” Spirit Airlines chairman Mac Gardner and CEO Edward M. Christie wrote in a letter to JetBlue CEO Robin Hayes. “[The Department of Justice] clearly views the NEA as having a broader national effect and Spirit believes DOJ will not place great weight on your proposed remedy, especially because there are reasons to doubt the efficacy of similar divestitures as a remedy in past airline mergers.”
On Monday JetBlue called Spirit’s antitrust rationale “a smokescreen to distract from the fact that its merger with Frontier faces similar regulatory risk yet offers no shareholder protections.”
“The Spirit Board failed to provide us the necessary diligence information it had provided Frontier and then summarily rejected our proposal, which addressed its regulatory concerns, without asking us even a single question about it. The Spirit Board based its rejection on unsupportable claims that are easily refuted,” said JetBlue in a letter to Spirit’s shareholders.
“Ask yourself a simple question: why won’t the Spirit Board engage with us constructively? The interests of Bill Franke’s Indigo Partners and the long-standing relationships between the two companies is the obvious answer.”
The architect behind the Spirit-Frontier deal, Franke has served as chairman of Frontier’s board of directors since 2013 and as managing partner of private equity fund Indigo since 2002. He previously also served as Spirit’s chairman. According to Forbes, most of his $2.4 billion fortune comes from his 40 percent stake in Frontier and nearly $1.4 billion in investments through Indigo.